Common Stock and Stock-Based Compensation Stockholders Equity (Policies)

6 Months Ended

Jun. 30, 2021

Stockholders' Equity, Policy [Policy Text Block]

Stockholders' Equity

Repurchase Agreement with ValueAct

On April 29, 2021, we entered into a stock repurchase agreement with ValueAct Capital Master Fund, L.P. (“ValueAct”), the Company's largest shareholder and a related party, to repurchase 8.1 million shares of our common stock for $27.47 per share, for an aggregate purchase price of $222.5 million, in a privately negotiated transaction. The price per share represents a discount of 3.5% from the closing price for a share of common stock on the New York Stock Exchange on April 29, 2021. Under the repurchase agreement, ValueAct will not make any additional sales of common stock without our consent through September 1, 2021. The repurchase from ValueAct was approved by our Board of Directors separately from, and will not reduce the authorized amount remaining under, the existing share repurchase program described below.

Share Repurchase Authorization

In October 2020, our Board of Directors authorized a new share repurchase program effective October 23, 2020 through December 31, 2021. The new share repurchase program authorized the Company to repurchase up to $250.0 million of its common stock. Share repurchase activity under this program is as follows:


	Shares Repurchased			Remaining Authorization to Repurchase
Period	Number of shares	Cost (in millions)		Cost (in millions)
October 23, 2020 Authorization				$	250.0
October 23, 2020 through December 31, 2020	2,974,922	$	67.8	$	182.2
January 1, 2021 through March 31, 2021	1,291,860	36.8		$	145.4
April 1, 2021 through June 30, 2021	2,440,793	68.3		$	77.1

Total	6,707,575	$	172.9

During the three and six months ended June 30, 2021, total share repurchases were 10.5 million and 11.8 million, respectively, at a cost of approximately $290.8 million and $327.6 million, respectively. During the six months ended June 30, 2020, share repurchases totaled 1.9 million at a cost of approximately $35.4 million under the previous share repurchase program, which was completed in the third quarter of 2020. There were no shares repurchases during the three months ended June 30, 2020.

Share-based Payment Arrangement [Text Block]

Stock-Based Compensation

Stock-based compensation totaled approximately $4.4 million and $9.8 million for the three and six months ended June 30, 2021, respectively. Stock-based compensation totaled approximately $7.6 million and $14.9 million for the three and six months ended June 30, 2020, respectively. The Company's annual grant of share-based awards generally occurs in the second quarter under our 2004 Fourth Amended and Restated Stock Option and Incentive Plan (the "Plan”). Our stock options have contractual terms of ten years. Expense related to stock options issued to eligible employees under the Plan is recognized on a straight-line basis over their vesting period. Expense related to restricted stock units ("RSUs") issued to eligible employees under the Plan is recognized ratably over the vesting period, generally between three years and four years. Beginning in 2020, certain RSU grants provide for full vesting when the award recipients reach 60 years of age and have provided at least 10 years of service to the Company, provided that the awards remain outstanding for a period of six months from the date of grant. The expense for these awards is recognized over the applicable service period for each of the eligible award recipients. Expense related to RSUs and restricted stock awards ("RSAs") granted to non-employee directors under the Plan is recognized ratably over the vesting period, generally one year. Expense related to performance units is recognized ratably from their award date to the end of the performance period, generally three years.

The following table summarizes stock-based compensation awards granted during the six months ended June 30, 2021:


	Number of Shares Granted	Weighted Average Grant-Date Fair Value per Award

Restricted stock units	581,746	$	28.41
Restricted stock awards	22,734	$	28.48
Performance units	240,931	$	30.85